By Nancy Mills

PLAYING THE YOUNGER version of
Tommy Lee Jones’ Agent K in Men in Black 3
could have been a career killer for Josh Brolin,
44. The actor had recently nabbed his first
Oscar nomination, for his performance in Milk
as a gay-bashing murderer, and was on a roll.

Why risk it for a crazy idea? Men in Black
director Barry Sonnenfeld wanted to breathe
new life into his old sci-fi comedy series by
adding a time-travel element. His plan was to
show how Agents J (Will Smith) and K first
met, in 1969, amidst the threat of an alien
invasion, and he didn’t want to use Jones in
youthful makeup.

He wanted Brolin. “The second I sawJosh,” Sonnenfeld said at a press event inBeverly Hills, “I said, ‘I can’t wait to see whatyour head looks like in 3D.’ He has the largesthead in America, second only to Tommy.”Brolin was horrified and intrigued. “It’sone thing to be out having fun [offscreen] withthe Coen brothers by doing really bad versionsof Tommy,” he says. “But when somebody callsand says, ‘Hey, you want to do this mega movieand play a young K for a billion people tojudge?’ you’re putting your ass on the line. Alot of hives started to happen. I still don’t knowif Tommy liked it or not.”He did. “Josh seems to have done a finejob,” Jones says in his trademark gruff tone.“We didn’t talk much, if any, about this charac-ter. You can’t learn more about [the young K]by talking to me than you can by looking atme. I don’t know if he did. I assume he did.”Brolin did a lot more than look. “It was a

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Something finally clicked into place. “Istarted to go, ‘Oh my God, that’s one thingthat sounds good.’ ”It wasn’t the first time Brolin had played areal person. He successfully portrayedPresident George W. Bush in the comedy W.“With Bush, the U’s will all be alike or thevowels will be alike,” he says. “Tommy’s allover. It’s like he’s improvising his voice. Forme it was like learning to play an instrumentthat’s played by nobody but Tommy.”Sonnenfeld offered Brolin a key piece ofadvice. “It can’t be an impersonation ofTommy,” the director told him. “It has to be aninterpretation. It should be mainly like the oldTommy but a little more optimistic—but notlike suddenly he’s Jerry Lewis.”On the set, Brolin wore a prosthetic nose,ears and brow. He also worked on emulatingJones’ mannerisms.

“The intention was [that] within 10 min-utes audiences [wouldn’t be] watching meconstantly doing some kind of caricature ofTommy,” Brolin says. “It was really importantto allow the chemistry [with Will] to workand not do too much makeup.”Mimicking comes naturally to Brolin,who grew up in the entertainment business

and is married to actress Diane Lane. His
father, actor James Brolin, is married to
Barbra Streisand. His late mother was a casting director.

Acting first became a reality for himwhen he got into a fight at school. “My dadtold me, ‘If you want an inkling of how [otherpeople] feel, go take an acting class,’ ” he says.“I got obsessed. I remember creating a char-acter in an improv class in high school, andeverybody laughed. I was like, ‘Wow, makingpeople laugh is really fun. This feels right.’ ”Brolin made his film debut in The Gooniesin 1985 and has worked steadily since. He hastwo films opening next year: Gangster Squadwith Sean Penn and Ryan Gosling, and LaborDay with Kate Winslet.

“My goal isn’t to do as many mega films
as I possibly can,” Brolin says. “My goal is to
be on my deathbed and look back and kind of
chuckle. I’m starting to chuckle now. I’m the
guy from No Country for Old Men who did
Men in Black 3, Milk and W. That’s a really
nice feeling.” C

Nancy Mills is a Los Angeles–based journalist
who writes about film and television.